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EX-10.2 - EXHIBIT 10.2 - GOLUB CAPITAL INVESTMENT Corptv510248_ex10-2.htm
EX-10.1 - EXHIBIT 10.1 - GOLUB CAPITAL INVESTMENT Corptv510248_ex10-1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): December 31, 2018

 

 

 

Golub Capital Investment Corporation

(Exact name of Registrant as Specified in Its Charter)

 

MARYLAND 814-01128 47-1893276
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)

 

666 Fifth Avenue, 18th Floor, New York, NY 10103
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (212) 750-6060

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b- 2 of the Securities Exchange Act of 1934.

 

Emerging growth company þ

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. þ 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On December 31, 2018 (the “Effective Date”), GCIC Funding II LLC ( “GCIC Funding II”), a direct wholly-owned subsidiary of Golub Capital Investment Corporation (the “Company”), entered into a loan financing and servicing agreement (the “DB Credit Facility”), with the Company, as equityholder and as servicer, the lenders from time to time parties thereto, Deutsche Bank AG, New York Branch, as facility agent, the other agents parties thereto, each of the entities from time to time party thereto as securitization subsidiaries and Wells Fargo Bank, National Association, as collateral agent and as collateral custodian.

 

Under the DB Credit Facility, the lenders have agreed to extend credit to GCIC Funding II in an aggregate principal amount of up to $250.0 million as of the Effective Date. The period during which GCIC Funding II may request drawdowns under the DB Credit Facility (the “Revolving Period”) commenced on the Effective Date and will continue through December 31, 2021 unless there is an earlier termination or event of default. The DB Credit Facility will mature on the earliest of (i) three years from the termination of the Revolving Period or (ii) the occurrence of an event of default.

 

During the Revolving Period, borrowings under the DB Credit Facility will bear interest at the applicable base rate plus 1.90%. Following expiration of the Revolving Period, the interest rate on outstanding borrowings under the DB Credit Facility will reset to the applicable base rate plus 2.00% for the remaining term of the DB Credit Facility. The base rate under the DB Credit Facility is (i) the three-month Canadian Dollar Offered Rate with respect to any advances denominated in Canadian dollars, (ii) the three-month Euro Interbank Offered Rate with respect to any advances denominated in euros, (iii) the three-month Bank Bill Swap Rate with respect to any advances denominated in Australian dollars and (iv) the three-month London Interbank Offered Rate with respect to any other advances. In connection with the DB Credit Facility, the Company paid an up-front commitment fee equal to 1.00% of each lender’s commitment under the DB Credit Facility as of the Effective Date. A non-usage fee of 0.25% per annum is payable on the undrawn amount under the DB Credit Facility, and, during the Revolving Period, an additional fee based on unfunded commitments of the lenders may be payable if borrowings under the DB Credit Facility do not exceed a minimum utilization percentage threshold. In addition, a syndication/agent fee is payable to the facility agent each quarter and is calculated based on the aggregate commitments outstanding each day during the preceding collection period at a rate of 1/360 of 0.25% of the aggregate commitments on each day. A prepayment fee would be payable in the event of any permanent reduction in commitments of the DB Credit Facility in the amount of 0.50% or 0.25% of the amount of the reduction during the first or second year after the Effective Date, respectively.

 

The DB Credit Facility is secured by all of the assets held by GCIC Funding II. GCIC Funding II has made customary representations and warranties and is required to comply with various covenants, reporting requirements and other customary requirements for similar credit facilities. The borrowings of the Company, including under the DB Credit Facility, are subject to the leverage restrictions contained in the Investment Company Act of 1940, as amended.

 

The description above is only a summary of the material provisions of the DB Credit Facility and is qualified in its entirety by reference to copies of the DB Credit Facility and Sale and Contribution Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, to this current report on Form 8-K and incorporated by reference herein.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

 

The information provided in Item 1.01 of this current report on Form 8-K is incorporated by reference into this Item 2.03.

 

 

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.
   
10.1Loan Financing and Servicing Agreement, dated as of December 31, 2018, by and among GCIC Funding II LLC, as borrower, Golub Capital Investment Corporation, as equityholder and as servicer, the lenders from time to time party thereto, Deutsche Bank AG, New York Branch, as facility agent, the other agents parties thereto, each of the entities from time to time party thereto as securitization subsidiaries, and Wells Fargo Bank, National Association, as collateral agent and as collateral custodian.

 

10.2Sale and Contribution Agreement, dated as of December 31, 2018, between Golub Capital Investment Corporation, as seller, and GCIC Funding II LLC, as purchaser.

 

 

  

 

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Golub Capital Investment Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  GOLUB CAPITAL INVESTMENT CORPORATION
     
Date: January 7, 2019 By: /s/ Ross A. Teune
  Name:  Ross A. Teune
  Title: Chief Financial Officer